The Villain
by JFKlyne
Summary: A friend often feels neglected and mistreated by the others. Sadness turns to anger, anger turns to revenge. This friend lashes out at the mane six by becoming the most devastating villain that they have ever faced. It is up to the girls to fend off this new powerful foe while trying to figure out who it is that unleashed the terrible terror in the first place.
1. Prologue

_I'm going to make them pay._

All is quiet in the crystalize castle. The halls are emptied as Princess Luna carries the midnight moon higher in the star-filled sky. As the haunting pale glow pokes through the windows, it catches something lurking in the shadows. Quickly, the figure retreats to the darkness, where he cannot be seen. While he remains hidden, fierce emerald eyes pierce though the black, giving off their own light. Carefully, the figure keeps in the veil of shadows as he seemingly glides along the floor. At the end of the hall, he reaches a door that appears the same as all the rest. Suddenly, the knob becomes illuminated in a greenish hue. Slowly, it turns itself and opens, allowing the entity to wonder in.

The floor is carpeted by hundreds of scrolls. Some are neatly tied in a red ribbon while others are sprawled open, nearly the length of the room itself. Peering down at the unrolled parchment, the figure glares furiously.

 _Twilight Sparkle. Is this another friendship lesson you have planned for your little protégé?_

As if floating on the air, the figure guides his way up to the bed of a pony who is in the midst of a pleasant dream. Poking through the blankets is a pink horn and a mop of violet hair. He crawls up to the sleeping unicorn and draws back the sheets, finding her nuzzled into a plump pillow. A smile is drawn across her face.

 _Starlight glimmer_ , his voice moves through the air like a wisp. _The prize pupil of the Princess of Friendship. You seem so much at peace. Have you forgotten, I wonder. The pain your brought to other ponies just so they would feel as you did. Perhaps I can help you remember the weight of your sins._

In the middle of the room, a haunting green glow erupts from the pages of a book as it hovers above the scrolls. The tome is a thick leather with spikes crawling along its bindings. As it hovers, its pages move on its own, stopping without warning. The figure looks back to the spell book and grins.

 _Yes, that will work quite well…_

 _Pony of traitor's heart,_

 _With pain hidden deep down,_

 _Relinquish your happiness,_

 _And suffer for all evil,_

Starlight Glimmer began tossing and turning in her slumber. The smile on her lips fade as she grits her teeth as if suffering from a headache. A slight groan left her mouth, barely audible like a coo. Watching her, the shadowy figure, looks back to the book. Floating beside it is glass vial. It makes its way over to the spell caster. He takes ahold of it and places it by Starlight. Tears start to swell through her closed eyes. When she turns, a single droplet falls down her muzzle and drips into the glass. Looking down at the distressed unicorn, he smiles. A low hiss slips through his teeth. He and the book both are swallowed by darkness, vanishing from the room.

Out in the hallway, the shadowy figure holds the vial aloft.

 _And now, the tear of a powerful unicorn. All that remains is the fang of a draconequus. And I know just how to get one…_

Twilight Sparkle flutters to stay aloft over Ponyville. Hovering, she looks down at her home, her castle as it also is levitating in the air upside down. Spinning on its highest tower, it looks more like a top. Other buildings have joined in the flying, some spinning in various speeds and directions. She can see that the apples at Sweet Apple Acres have changed colors. Even far off, she can make out the oranges, purples, blues, and pinks. Every color imaginable, except for those an apple actually is. Near the barn there is a titan-sized Angel hopping after Big Mac.

A frown reaches her face, "Discord…"

Through the clouds comes a blue blur that speeds just past her, knocking Twilight out of the air. Before she hits the ground, the culprit swoops down and grabs her out of the air. Looking up, she sees Rainbow Dash smiling at her.

"Sorry, Twilight," she helps her back up in the air, "It's Discord."

"What is he up to this time?"

"Well, it is not what he is up to," Rainbow rubs the back of her mane. "He's just…well you better come with me and see it for yourself."

The blue Pegasus flies off, leaving Twilight curious. Following her friend to the center of Ponyville, he finds the rest of her friends. They all have gathered around the Lord of Chaos, who appears to be rocking back and forth, holding his cheek. The draconequus is rolling back and forth while he wails like a baby. At his side is Fluttershy, who continues to try and console her friend in need. No matter what she does, he cannot stop wailing. A groan moves past his lips, and her hair turns into licorice.

"What's wrong with him?" Twilight asks, while Pinkie Pie starts licking at Fluttershy's tasty mane.

Discord picks up his head. Watery, yellowed eyes look at her as he whimpers. While colorful ribbons stream down his face, Twilight Sparkle spies the source of his agony. The large fang that protrudes from the roof of his mouth is cracked.

"A toothache," Twilight says bluntly, "All this chaos, because of a toothache."

"Oh, Twilight," he cries, "I am so glad you're here. I am in such pain!"

"Well, there is a dentist in town…"

Discord's eyes widen, "No, not the dentist! Anything but that!"

Fluttershy pats his horns while he curls up and sucks his thumb, "Discord is terrified of the dentist. Um, do you think you could use a spell to remove it?"

Twilight sighs, "Alright. Spike…"

Waddling up to the princesses' side is the baby dragon, "Yes, Twilight?"

"Could you go back to the Palace Library and get me a copy of the Big Book of Beasts. I believe there is a spell to remove the fang."

Spike looks off in the distance, watching the castle swirl in circles, "Uh, Twilight, uh, how am I supposed to get up there?"

"I'm sure you'll figure it out," Twilight reassures him. "I would go, but I have to stay here and help Discord deal with his pain."

Spike lets out a sigh, but he scurries off to the castle. About an hour later, the little dragon returns carrying a book roughly the size of him. It is covered in fur and the spine is layered in teeth. When Twilight sees him, she floats the book from his claws over to her. Flipping through the pages, she reads over a spell, and gives a nod before closing the book.

"Okay, Discord," she says. "You might feel a slight pinch."

Her horn becomes aglow with a pink light. The same aura encompasses Discord's tooth. The draconequus cringes as his tooth pops out and falls to the ground. He stands up and smiles. When he does, another fang pops out of the gums. Gong over to Twilight, he gives her a huge bear hug.

"Oh thank you Twilight! You are such a great friend!"

"You're welcome, Discord," she squeaks, her ribs cracking in his clutches.

Fluttershy flies beside him, and gives him a slight pat on the cheek, "And no more taffy for you."

Twilight looks at him with her eyebrow raised, "Taffy, that's what caused this?"

"Well you could say that I have a sweet tooth," he chuckles. "Or, should I say that I _had_ a sweet tooth. Well, it was the strangest thing. The other day a huge box of taffy showed up at my door. I don't know where it came from, but I just couldn't help but having a piece or two hundred."

"Well, just try to be more careful," Twilight remarks. "I don't think Ponyville could handle something like this again."

"Again, I am really sorry."

"It's okay, Discord," she says sympathetically. Then she turns to Spike, "Could you take the fang back to the castle. I know there is a spell or two in one of my books that requires one."

"Okay," he waddles up and takes it. "I'll see you back at the palace then."

He turns around, but every pony is gone.

The moon falls over the town. In the depths of the castle, the figure of shadows has returned. Standing before the thrones of the Friendship Council, he has the damaged fang at his feet. Other objects have been gathered, including the vial that contains the tear of Starlight Glimmer. The dark tome floats beside him, enveloped in the green hue.

 _The time has come. Revenge is mine, little ponies. You have fared well against many a foe. They were ultimately undone because they were incomplete. Now, I shall craft the ultimate villain against_

 _The Nightmare of Luna,_

 _The Fang of Discord_

 _The Locks of Chrysalis_

 _The Horn of Umbra_

 _The Amulet of Tirek_

 _And finally, the Tears of Starlight Glimmer…_

The floating tome quakes as the six objects are enveloped in the green glow. The shadowy figure watches as the items float through the air before being swallowed up by the book. It glows brighter until the green light covers the entire surface of the spell book. It casts its glow over the little dragon. Spike smiles as the spell causes the entire castle to tremble. His body begins to transform. Sinister cackling fills the castle as a new villain is born.


	2. Chapter 1

**Chapter 1**

His head was swimming once the spell finished casting. When he touches his forehead, he is alarmed that his scales are gone and are replaced by fur. He checks his hands, shocked to find that they have become hooves. Touching face, he traces the long stallion muzzle all the way up to the horn protruding from his skull. The hooves continue along the back of his neck, feeling the long flowing mane.

"I did not expect to become a unicorn," even his voice is deeper fitting his new body. "I suppose with half the materials belonging to ponies, it would make sense."

Suddenly, the lights turn on in the hall. The door to Twilight Sparkle's bedroom flings open, and he can see her shadow stretching out onto the carpet.

 _No,_ he curses under his breath. _I cannot let he find me out so soon._

He extends his hoof to run, but it melts into shadow when it touches the floor. Shadow envelops his entire body, transforming him into an umbral creature. In his smoke-like form he slips through the cracks of a nearby door. The princess walks in the halls, finding it empty. Rubbing her mane curiously, she shrugs and closes the door. The hallway is again blanketed in night.

Inside, the umbral form solidifies back into a unicorn. The room is fortunate enough to have a mirror, showing the pony he has become. His coat is an ashen gray while his mane is black with a few blue stripes coursing down his back. Looking at his flank, he finds the mark of a dragon skull hidden in the crescent moon. There are stars decorating around the moon itself.

"An interesting mark," he surmises, "I see there are some resemblances of the others in this new body."

A smile comes, revealing longer fangs.

"The only thing that is left of me are my eyes," he looks closely in the mirror. "And yet, I wonder."

Closing his eyes, he concentrates. There is a flash of green light that swallows the room. When it fades, he opens his eyes. Now standing in the mirror is his baby dragon self once more.

"It looks like I inherited more than just looks," he grins. "All of their powers belong to me."

Transforming into his unicorn-self, he smiles again.

"I think I know just what to do…"

An uproar stirs Twilight Sparkle from her slumber. Crawling out from under the sheets, she shakes the slumber from her mane. The chorus of a dozen ponies continue to sing from outside her castle. With a yawn, she teleports to the front doors. Pushing them open, she finds nearly half of the town standing in her lawn. Many have looks of fright while others are only bitterness.

"What's wrong every-pony?" she asks, walking down the steps to join them.

"It was horrible," a bearded pony she recognizes as the town's builder. "He came out of nowhere in the middle of the night and laid half of Ponyville to waste."

"Who?" Twilight wonders.

"Tirek," the crowd shouts in unison.

"What?" the princess gasps. "That's impossible, he was banished back to Tartarus after we defeated him. Are you sure it was him?"

It is the mayor that steps forward, "Every-pony I have talked to says they saw the same thing. And I saw him with my own eyes. I will never forget the look of that centaur for the rest of my life."

 _This is not good,_ Twilight thought while she chewed on her bottom lip. _If Tirek escaped again, we better find him before he sucks up the power of all of Equestria. I don't know if we can summon that power from the Tree of Harmony once more._

"Please, everyone, settle down," she calls out to the disturbed crowd. "I will speak with Princess Celestia about the matter. In the meantime, please remain calm. We will get down to the bottom of this."

There are murmurs among the other ponies as the princess closes the doors to her castle. Stepping through the halls, she sees a small purple dragon coming out of one of the many doors in this maze-like castle. She runs to him.

"Spike!" she shouts as she nearly collides with him.

"Twilight?" he tilts hi head, "What's wrong, you look like you saw a ghost."

"That's exactly what happened," she says. "I need you to send a letter to Princess Celestia immediately."

"Is it that serious?"

"Yes," she says.

Spike is forced to follow the distressed princess into her throne room. Following up behind her is the baby dragon. With a quill and scroll already in hand, he waits for Twilight Sparkle to recite a message meant for Celestia.

"Dear Princess Celestia," she starts as per usual. "I have dire news. Ponies in Ponyville have been reporting signs of Tirek attacking during the night. I need to find out if he has somehow escaped from Tartarus. Please, let me know as soon as you find out. Your faithful student, Twilight Sparkle. Did you get all that, Spike?"

"Of course," he says by finishing the message with a final dot on the scroll. Rolling it up, he wraps it neatly in a red ribbon. He takes a deep breath and spews green flames from his mouth. The embers lick at the paper before igniting it in the same emerald hue. The paper is reduced to ash, and then is blown along the breeze right out a window. Both he and Twilight watch as it is carried off by the magical stream of air.

Twilight looks at him nervously, "How long do you think she'll take to—"

A dragon-belch cuts her off as Spike spews a scroll similar to the one he just burned.

"Oh, that was quick," she smiles.

It is enveloped in her magic as she unfurls it to read the message from her fellow princess.

 _Dear Princess Twilight,_ she reads to herself, _I am troubled by the news that is occurring in Ponyville, but I assure you that Tirek is not behind the attacks. I have paid a visit to our friend in Tartarus, and found him to still be caged. Cerberus has been quite adamant at his guard duties as of late. I think he might still feel ashamed for letting Tirek slip through the first time. I find it troubling that there is some-pony posing as Tirek. If you ever need help, Twilight, please let me know. Sincerely yours, Princess Celestia._

"Well, what does it say?" Spike asks.

"It's not him," Twilight sighs. "Not the real him anyways. What we might be dealing with an imposter."

"Well, what are you going to do?"

"I'm going to watch Ponyville closely tonight, in case he decides to come back. And when he does, I will find out who he really is."

While ambitious, Twilight Sparkle is in a deep slumber just before the moon reaches the deathly quiet sky. As she is in a deep sleep, a blanket wrapped in a haunting green glow is draped over her, keeping the chilling dark winds away. Reaching her side is Spike taken on the guise of his new body. His fierce emerald eyes look upon the princess.

 _You sleep far too sweetly, Twilight,_ he looks at her with contempt. _It would be so easy to slit your throat right now, or rob you of your breath, but I won't. No, that would cut short the delicious revenge. I will not waste your life when I have much more planned for you._

He grins as he marches forward to the edge of the balcony. Looking down, he sees that they are hundreds of feet above. The front hooves reach over the railing, as he kicks his back legs and plummets down to the ground below.

"Princess Twilight!" a deep, booming voice shakes her from her sleep.

Eyes flutter open only to gaze upon the colossal form of Lord Tirek towering over her and her castle. She takes fight just in time as his enormous fist crashes into the balcony. Rocks and debris crashes down, smashing the topiary. The princess soars overhead, the tip of her horn emits a small dot of magical energy. It grows rapidly to the size of a bowling ball before she points it at Tirek. A beam rips through the night air and crashes down upon the centaur. He flinches for a moment, but then bats it away. The beam redirects upwards to the sky and is lost in the abyss.

"Is that all you have?" he guffaws. "Where is that power from before?"

Between his horns, a giant ball of fiery magic forms and he answers with a laser of his own. Twilight spirals out of the way, but becomes encased in that same orange-like glow of his magic. He throws his arms downwards, and the princess is dragged from the sky. Before her body hits the ground, Tirek snatches her up and puts the squeeze on her. She lets out a painful cry that fills the night.

"Without the magic of the other princesses, you're nothing," he mocks. "You are nothing. You have always been nothing…"

He squeezes harder, forcing tears to run down her face. Through her watery eyes, she looks on the smiling centaur, and shakes her head.

"You're wrong," she says softly. "Even when _you_ had the alicorn magic, you still couldn't win. I have much more than that. I have the magic of my friends. And there is nothing you have that can overcome that!"

Suddenly, Tirek is repelled backwards by a magical force. Blinding light makes him shield his eyes until the glowing ceases. When he looks, he finds Twilight encompassed in color. Her mane long and flowing. A magical aura glitters around her.

 _That's impossible,_ Spike gnashes his teeth as Tirek. _She is able tap into the rainbow magic without the others being present?_

A purple star forms in front of Twilight Sparkle. She fires a magical beam, and the laser amplifies once it passes through the star. It strikes him and knocks him back.

 _Dammit, I underestimated her…_

Just before she attacks him again, the giant centaur turns to black smoke and disperses. The princess looks down confused as the entire body disappears without a trace. Her eyes scan the area, and that is when she spots some-pony. Standing on the rooftop is a unicorn with eyes of emerald.

"Hey, you!" she calls out to him.

But he vanishes into the darkness.


	3. Chapter 2

**Chapter 2**

"So, what you're telling us is that it wasn't Tirek," Apple Jack questions.

Surrounded by her friends, the princess looks down at the drink sitting before her. She taps the tea with the tip of her hoof, watching her reflection ripple and distort before returning back to normal.

"I'm not sure what I saw," she says, her voice a little disheartening. "When I was fighting Tirek, he suddenly disappeared. I saw a pony watching me from the rooftop."

"How is that possible, darling?" Rarity asks.

"I'm not sure myself," Twilight rubs her muzzle, and then turns to Starlight Glimmer, "Have you ever heard of a spell that allows you transform like that?"

"There are some minor illusionary spells I know of," her protégé speaks up. "But the way you described it, they were able to be a perfect copy of him. Aside from changeling magic, I don't know of a spell that can do that."

"Um, does that mean we're dealing with Queen Chrysalis again?" Fluttershy cowers under the table.

"I don't know," the princess says. "If we are, I want to know why she would bother turning into Tirek."

"Maybe they teamed up?"

All the ponies look in the direction to see Spike waddling up to the table pushing a cart filled with teacakes. A violet hue covers the plate and floats the treats over to each pony. When it returns to the cart, the baby dragon frowns as there are only crumbs that greet him.

"You may have a point, Spike," Twilight Sparkle. "If that's the case, maybe I need to pay Tirek a visit."

"Hold up," Rainbow Dash slams her hooves down on the table, "You are just going to waltz to Tartarus and chat with Tirek?"

"It may sound crazy, but what other choice do I have?" the princess asks.

"I'm not saying it's crazy, I just wanted to know if I could come. It sounds so awesome."

Twilight smiles, "Alright, Rainbow Dash. So while Rainbow and I have a chat with Tirek, I want the rest of you to keep your eyes peeled. I feel there is some-pony behind this whole thing."

Spike smiles as he takes the cart, wheeling out of the room.

 _Now that Twilight has gone away, perhaps I can have a bit of fun with her friends._

In the middle of the day, he trots among the other ponies without any glance. Bathed in his new body, he seemingly blends in with the others in town. Emerald green eyes glint as he stands before a towering building, layered like a cake. On the second floor are wooden horses dancing about in a circle. He marches to the entrance and pushes open the door.

Inside the shop there are many dresses hanging by the one side of the circular structure. On another side there are several mirrors all centered around a pedestal. As he closes the door, a bell rings loudly. Toward the back of the store, a pony with a snow white coat trots out. Spike stops, his heart thumping as Rarity stands before him. For the first time in his life, she has to look up at him.

"Hello darling welcome—," her words trail off when she looks at him. "Oh my, who might you be?"

"I'm Spi—" he catches himself. _No, Spike was that weak little dragon you thought so little of. I must come up with something better than that._ "My name is Thorn Eclipse, but please just call me Thorn."

She giggles, color rising to her cheeks, "Okay, well, Mister Thorn, what can I do for you today?"

"Please, Thorn is just fine," he speaks charmingly. "I am looking for something to keep my neck warm for the approaching winter. I heard that you are quite the skilled seamstress."

"Oh my, thank you" she giggles. "I believe I have quite the outfit, if you excuse me a moment."

Rarity trots into the backroom, leaving Thorn to smile to himself.

 _After all these years, the way she looks at me is what I've wanted,_ he shudders, feeling something well up inside him. _This sensation in my chest, I can feel my power growing. It's more than what I've felt with her before. Could it be my changeling side?_

Not much time passes when the pony of his dreams walks out with a scarf floating at her side. Her magic unfolds it, showing that bright red cloth is stitched as if it were a flame dancing.

"This will certainly match your beautiful coat," she smiles. "And I have a feeling flames ae quite your style."

"Indeed they are," he grins as he walks up to her. "I thank you for your help."

"Oh you know," he flushes, as her magic drapes the scarf about his neck.

He feels a warmth run through him, "If you are not busy later, I would like to tour Ponyville. I'd want a lovely guide to show me some sights, perhaps."

She giggles, "Well I suppose I could close the carousel a little early, for you that is."

 _I cannot believe this is actually happening,_ he thinks, keeping his composure the best he can. "I thank you for that."

Again she lets out a cheerful giggle, "Why don't you take a look in the mirror so you can see for yourself."

Nodding, the dashing unicorn picks himself up on the pedestal. Staring at him are three other versions of Thorn draped in his new scarf. The design looks as if his neck is wrapped in fire. He cannot help but smile. In the center mirror, he catches Rarity staring at him with longing eyes. That is when the smile fades from his muzzle.

 _Those eyes, they are the same I had when I pathetically pined for you,_ he thinks bitterly. _Now that I have you looking at me the same way, I realize how vein you are. You care only for my appearance. Well then, Rarity, how will you feel when your heart is broken._

Stone-faced, he steps away from the mirrors, "I'll take it, how much will it cost?"

"Well," she smiles, "Shall we call it a gift?"

Uncaringly, he says, "I suppose we shall."

"Where shall I meet you later?"

"Sweet Apple Acres," he says, a devious grin spread across his mouth. "I hear they have superb treats."

Without another word to her, he trots out of the Carousel Boutique, slamming the door behind him as he leaves.

At the farm, he finds Apple Jack at work bucking apples out of the trees. It is a single kick that clears the branches of the delicious fruit. Most of them fall into the buckets below, but one gets away, bouncing off the lip and rolling on the ground. A greenish hue hugs the apple as it floats back to join the others. Apple Jack turns to find a unicorn approaching her.

"Howdy there," she greets him, "Thank you for the assist. I don't reckon I've seen you around here before."

"I just arrived in Ponyville today," he says. "My name is Thorn Eclipse, what is yours?"

"Apple Jack," she says, "It's a pleasure to meet you. I'd have more time to chat, but I'm mighty busy."

"Perhaps I can help," Thorn offers.

Walking over to a small clearing in the fields of apple trees, he rears back on his back hooves. His horn begins to glow, and the same magic envelops the bottoms of his front legs, emitting a light in the shape of horseshoes. Grinning to himself, he stomps down. The fields quake as a seismic ripple reaps through the farm. Apple Jack falls flat as the hundreds of trees lose their apples. A reddish rainstorm cascades onto the grassy floor, but are swept into the hundreds of buckets laid out already.

"Golly," she gets back on her hooves. "How the plum tuck-it did you do that?"

"I'm pretty strong," he says, "I just used a little magic to amplify the quake." 

"Well you certainly saved me a heaping heck of work," she says. "Guess I got time now to chat."

"Excellent…"

When their eyes meet again, Thorn's flash red. Apple Jack stiffens as her eyes turn the same shade. Her eyes return to normal, but they become more longing as they fall upon the unicorn. A loving sigh leaves her lips as she stares at him with a smile.

"You know, I've never really met quite the dashing stallion before," she says. "And you are so strong too. It's hard to find such a strong male round here."

"You are too kind, Miss Apple Jack," he smiles. "Would you like to walk with me? I am actually supposed to meet someone near the farm."

"I suppose I can," she says giddily.

The two of them walk together to the fence bordering Sweet Apple Acres. As the sun is going down, Thorn spies Rarity making her away toward them. He turns to Apple Jack and smiles. Again his eyes spark crimson, and hers does the same. All of a sudden, she is throwing herself at him, pressing her muzzle against his. He acts surprised, trying to resist her approach. Parting, both of them look to find a devastated-looking Rarity.

"Thorn," she gasps, "How could you?"

"I did nothing," he defends himself. "She came onto me."

"How could you choose her over me?"

Apple Jack seems to snap from the trance, "What is that supposed to mean?"

"No offense, Apple Jack, but he requires a pony with a bit more elegance." 

"Thorn likes a pony who can handle herself. Not some dolled up prissy pants."

"Why, I never."

"Of course you never. You never had to deal with a colt who likes a real pony."

"Country bumpkin."

"Stuck-up fool!"

The two begin slinging insults at one another, while Thorn stands there, smiling silently to himself. By his sight, he can watch a strange energy spew from their bodies as they fight for his affection. It is like a violet wisp that lingers on the ground before seeping into his body. It strengthens him, energizes him. He tries to hide his smile, but it is too much to contain his feelings.

 _I shall crush your friendship bit-by-bit, Twilight Sparkle. And when you can no longer use the Magic of Friendship, that is when I will tear everything apart._


	4. Chapter 3

**Chapter 3**

For a moment, Twilight Sparkle dozes off. She starts to fall out of the sky, jarring her awake again. Violet wings flutter wildly like a bat to gain altitude once more. Once she is stable, her eyes droop again, a yawn leaving her mouth. Warmth hits her back as the rising sun follows her to Ponyville. She shakes her head trying to rattle the sheepishness away.

 _It took all night to climb out of Tartarus,_ she yawns again. _Tirek has been in his cage and I'm the only one that has come to visit. Cerberus has not left his post either. So that means that the mysterious pony has no allegiance with Tirek. After some sleep I'll continue…_

The tiredness in her body is ruptured when she looks upon Ponyville from above. Ponies run frantically about town as the vicious vines reach out and try to ensnare them. Screams of those capture echo in the morning sky.

"What the," she is at a loss, "The Ever-free Forest, again?"

While her wings feel heavy, she forces herself to soar up into the sky. Away from town is the small cottage of her friend, Fluttershy. Down below, the yellow Pegasus is herding her animal into her house. Bunnies bound away as the vines draw closer. Taking up the rear is the bear, who scoops up Fluttershy in his furry arms and runs inside. Angel is at the door, and slams it shut as the vines crawl up on the walls. Green thorns burrow into the rock as the tendrils swarm over her home.

Twilight Sparkle drops from the sky and is immediately surrounded by the thorn tentacles. Like snakes they seem to swarm her, coiling at her hooves. She winces at the pain, but her horn is aghast in magic. A spell blasts the vines away, freeing her from her grasp. Focusing her spell, it explodes outwards in a dome, eradicating all the other nearby foliage. Quickly, she turns to the do and knocks.

"W-Who's there?" she hears Fluttershy quiver.

"It's me, Twilight," the princess shouts. "These are the same vines Discord caused. Have you seen him around?"

The door opens, and her yellow head pokes outside, "No, he hasn't been around today. Which is weird, since he was supposed to come by for tea today."

"Oh really…"

"You don't think he did it," Fluttershy says. "He's learned his lesson after the incident with Tirek."

Twilight is struck by a thought, "Don't you think it is a bit strange that Ponyville was attacked by a fake Tirek, and now it is being attacked by these vines."

"Um, I guess so."

"You know what they both have in common, don't you?" Twilight glares, "Discord."

"Wait," Fluttershy objects, "We don't know that he is responsible for this."

"Either way we need to put a stop to these vines from taking over the entire town," Twilight takes flight, hovering over the cottage. "I'll go get Rainbow Dash and Pinkie Pie while you get Apple Jack and Rarity."

Before Fluttershy can speak another word, the Princess of Friendship soars into the clouds.

In the center of town, Twilight, Rainbow, and Pinkie have gathered. All three search the skies for Fluttershy, but there is no sign of their quiet friend. Meanwhile the vines have continued to linger closer. A beam of magic blasts some away, but soon spiked vines start floating in the sky like clouds. Lightning casts down at them, making the princess jump out of the way. Rainbow Dash flies up and bucks it out of the way, but is immediately zapped when she does. Falling to the earth, Pinkie Pie comes to the rescue with a giant pie. The Pegasus splatters in the whipped cream.

"Thanks Pinkie," she pokes her head out of the custard, it clings to her mane.

Hopping over to Rainbow Dash, she licks the gooey treat off her, "Yum, you're welcome."

"Girls, focus," Twilight shouts, shooting another beam of magic. _Where are the others? Maybe I should have Rainbow Dash…_

She fails to finish that thought when she spies Fluttershy floating down to them like a leaf on a breeze. Distraught is painted across her face.

"Fluttershy," Twilight speaks, "Where are Rarity and Apple Jack?"

"Um," she looks away, "They said they're not coming."

"What?" Rainbow leaps out of the pie. "Don't they realize the town is under attack?"

"Yes, but, um," she shies away, "They said they don't want to be near the other."

Twilight sighs, "We'll have to deal with that later. Fluttershy, get as many ponies to town hall as possible. We'll set up a defense here."

"Do you think something to the Tree of Harmony?" Pinkie Pie asks.

"No," Twilight says. "I checked that place before coming to grab either of you."

Rainbow looks confused, "Then who—hey!"

Without her realizing, a plunder vine lassoes her leg and throws her to the ground. Others swarm around her, pinning her to the ground. Her wings are hugged tightly as she groans from the thorns digging into her body.

"Rainbow Dash!"

Twilight charges up a spell when a vine snakes around her horn and throws her to the ground. Another pounces on her, hogtying her wings to her legs. She looks over to find Pinkie Pie and Fluttershy in the same predicament. Of course, the pinker of the two seems less in turmoil, as she swings upside down with a smile on her face.

 _Oh no, I don't know what to do,_ she cringes as the vines tighten. _I got to get out or the town will be destroyed._

Suddenly, a blue light flashes throughout the entire town, and the girls are free. They look about in a state of confusion until they see another pony walking up to them. Her pink dark violet hair hangs to the side, until she brushes it back. A soft, sincere smile is pressed on her mouth.

"Starlight!" Twilight shouts, jumping up and running to her protégé. "Thank goodness you're here."

"Of course," she answers. "Ponyville is my home too now."

Starlight Glimmer stands against the vines drawing closer. Stomping her hoof, she casts another spell. Bright flash of energy swarms across the town, pushing the tendrils back. Yet, the plants charge again.

"They're relentless," Starlight proclaims.

"Still," Twilight stands beside her, "We have to stop it from swarming Ponyville."

"It looks like you might be in the need of _my_ help."

One of the vines drawing closer transforms into Discord. The draconequus stands up to the plunder plants as they come at him like a wave. Cracking his fingers, he transforms his attire to red robes. A staff is gripped in his bird-like claw. He grips the wooden staff in both hands, he slams it down to the ground. The vines part before turning into water, splashing down onto the girls and the rest of the town before harmlessly sinking into the earth.

"There we go," he turns, changing back to his usual appearance. "No need to thank me."

Shaking the water from her mane, Twilight stomps up to him, "We aren't going to thank you, because this was clearly your fault!"

"My fault?" he is taken aback. "You must be joking." 

"Those are the same vines from _your_ plunder seeds." 

Discord holds his hands up defensively, "I assure you, those were not the same ones that sprouted up. That was a more aggressive batch. I never would put you ponies in harm's way."

"But Tirek might," she says.

"I suppose," Discord shrugs, "But I don't see what that has to do with me."

"You two were partners," she glares, "You betrayed us before. How do I know you aren't doing that again?"

"I would never betray Fluttershy again," he says, quickly moving to her side. "I felt awful doing it."

Touching his side, Fluttershy stands up to Twilight, "I believe him."

"I'm sure you do, but that doesn't mean anything," Twilight says. "He's tricked us too many times before. And this reeks of his doing."

Fluttershy huffs, "For being the Princess of Friendship, you are not being a good friend."

Twilight, and many of the other ponies are left in utter shock. In the silence, Fluttershy flaps her wings, taking flight and leaves them. Discord looks uncomfortably from her to the princess, before walking off, following the shy pony back to her cottage.

 _It has been quite the eventful day,_ Thorn thinks, walking the streets of Ponyville at dusk. The roads are empty, and remnants of the plunder attack still linger on the walls of buildings. _Mixing Berserk Root with the Plunder Seeds truly paid off. I had no idea the venom would affect them as well. Who knew Fluttershy had such wrath in her._

Looking up toward the setting sun, he says, "I know you are there, Discord."

Casting shadow against the orange fireball are three bats, fluttering freely in the darkening sky. The nocturnal beasts form together, and grow. Discord drops down before the gray unicorn.

"I figured you would find me eventually," Thorn Eclipse says with a smile. "You can sense when there is disharmony in the world. I can't imagine the merging of six essences into one would slip off your radar."

"Especially when one of those is mine," he says sternly.

Thorn chuckles, "Well, what can I say? I am a bit of a fan."

Discord scowls, "I don't take kindly of being played for a fool, Spike."

The smile fades, "How did you find out?"

"I remember the tooth you pilfered."

Spike stomps closer, "Then I guess I'll have to silence you before you tell the others."

"Please," Discord grins, "I'm the Lord of Chaos, you only have a fraction of my power."

There is a glint in his emerald eyes, "But you forget that I am made up of many fractions…"

Suddenly, Discord is brought to his knees as his essence is ripped from his body. Like Lord Tirek, Thorn consumes it, growing stronger. In a matter of seconds, the draconequus is on the ground, weakened as the unicorn stands over him.

"I cannot have you around, Discord," he says with a pitied look. "You are…too chaotic to contain."

The tip of his horn glows in several colors before a beam hits the weakened Chaos Lord. Discord struggles to move, but ultimately succumbs as his body is turned to stone. A look of regret is forever etched in the rock. Thorn rears his head back as his horn becomes illuminated again. Pointing it at the statue, he blasts it to bits.

A sinister laugh erupts from his throat, "Goodbye, Discord…"


	5. Chapter 4

**Chapter 4**

 _My strength has grown tremendously since I devoured Discord's essence. There is a part of me that now feels whole. The other fractures of myself now hunger for theirs. Fortunately, there is a certain villainous unicorn with the key of uniting these parts. But before I take her too, perhaps I shall continue the rift between the friends._

"Good morning Twilight," Starlight Glimmer speaks as she hears the doors open.

When she turns to greet her mentor with a smile, her face contorts to an uncomfortable one. The princess has her mane disheveled, tuffs of hair jolting out in any direction it pleases. Deep bags hang under her eyes while veins redden around her violet gaze.

"Oh my," she says, throwing her mouth over her hoof to repel her gasp. "Are you alright?"

Twilight yawns as she scratches her head, "Just a little tired is all. I guess with everything that has been happening lately, I have been finding it hard to fall asleep." 

"Anything I can do to help?"

"No," she shakes her head. "Unless you have some clue as to who is behind these attacks recently."

"I thought you said it was Discord?"

"I did," she sighs, "But I received a letter from Princess Celestia that he was telling me the truth. Now he has gone missing."

"Well," Starlight smiles, her horn aghast in light as a book floats onto the table. Flipping through the pages, she stops at one, "After spending a few hours in the library, I discovered this spell. It looks like it might explain what has been happening."

Twilight walks up to the tome, puzzled by the bindings, "That's strange, I've never seen this book before. Where did you say you found it?"

"I stumbled across it in the library," she explains, "It was magically disguised as another book. Anyways, this spell here combines essence of several creatures into one being."

"So what you are saying is some-pony has used this spell to become Part-Tirek?"

"It could be more," Starlight suggests. "There is no limit to the number of specimens a pony can infuse with, but there is a risk. The—"

The doors to the castle are blasted open by a blue blur. Starlight Glimmer is ripped from her spot at the table, and is slammed against the crystal wall. It fractures behind her, as an infuriated Rainbow Dash has the unicorn pinned with the side of her hoof. She brings back the other, unbridled fury filling her gaze.

"Rainbow Dash!" Starlight Glimmer manages to force out enough words. "What are you doing?" 

"Rainbow Dash, stop it!" Twilight barks.

She fails to listen to either, her hoof flying forward to pummel the pink pony. Thinking quickly, the princess' horn flashes with magic, and her pupil disappears. The Pegasus' hoof slams into the wall, sending cracks sprawling outward. Rainbow realizes her target is gone, and searches for her prey. She discovers Starlight running toward the open door. Opening her wings, she quicks off the wall, soaring straight for her. Twilight shoots a beam of pink at her friend. It manages to hit her midflight, causing her to freeze in the air.

"Twilight," Rainbow Dash tries to fidget, but is unable to move, "What are you doing?"

"I should be asking you the same thing, Rainbow," the princess frowns. "Why are you attacking Starlight? She is one of us now, remember?"

"She's nothing, but a traitor," she shouts.

"What are you taking about?"

"Put me down, and I'll show you."

Rainbow Dash takes Twilight and Starlight into Ponyville. Everything appears normal until they arrive at Sugarcube Corner. Standing just outside the bakeshop is there friend who is looking like a deflated version of her usual bouncy self. Pinkie Pie sighs as she opens the door for some ponies coming in for a tasty treat. When the girls approach, they notice that even her vibrant coat appears a bit lackluster.

"Pinkie Pie?" Twilight looks at her with concern, "What happened?"

"Isn't it obvious?" Rainbow says, "Just take a look at her flank."

The princess does take a gander at her friend's rump. Instead of the bubbly balloons there is an eerie equal sign. The sight alone sends a shiver down her spine, but then her eyes wonder from the new cutie mark to her pupil. Starlight shifts her gaze from the flank to her teacher. There is a horrifying look upon her muzzle.

"No," she backs away from Twilight and Rainbow, "You cannot possibly think I was the one who did this? Twilight, you can't think I did this?"

"Of course we think you did this," Rainbow blurts out, "You are the one who used that spell on us before. So what, did you decide you wanted to pick us off one-by-one this time? Or did you find Pinkie Pie just a bit too happy for you?"

"No, of course not, I would never do this," Starlight shakes, "You girls are my friends…"

Twilight drops her head and sighs, "Starlight…"

"No," tears well up in her eyes. "You have to believe me, Twilight."

"No one knows that spell, except for you…"

"I…I…"

She sobs, unable to stop the water from flowing down her face. Through her watery gaze, she sees a distorted image of Rainbow Dash marching toward her. Another sob slips from her mouth as she shuts her eyes tightly. Suddenly, her body flashes in a green light and vanishes. The Pegasus looks around frantically, but turns to the princess.

"Where did you send her," she demands.

Twilight is taken aback, "Nowhere, I didn't cast the spell."

"Then where is she?"

"I don't know," Twilight looks down. "I can't believe she did this."

"How are we going to fix Pinkie Pie?" Rainbow Dash stomps her front hoof into the ground. "This is all your fault!"

"My fault?" Twilight looks up, narrowing her eyes.

"Yeah," she hops up, her wings flapping to keep her aloft. Looking down on the princess, Rainbow says, "If you never trusted her in the first place, this never would have happened."

"I trusted her as much as you did."

"I only did because I trusted you," she snaps back. "But I guess just because you're a princess doesn't mean you can't make mistakes."

Gnashing her teeth, Twilight is left speechless.

"Ugh, I'm going to go find her," she growls, "See if I can get Pinkie Pie's cutie mark back."

Before Twilight Sparkle can stop her, her friend shoots to the sky, leaving a rainbow trail in her wake.

"Where, where am I?"

Starlight Glimmer opens her eyes to a void of black. A strange, violet smog swirls around the ground of white. It snakes around her, giving her chills. The ground beneath her hooves let out a soft white glow that illuminates the endless plain. Looking in every direction, the unicorn struggles to find any bearings as the landscape stretches endlessly.

"Do you like my distortion world?" a familiar voice echoes.

She lets her horn glow to provide more light, "Whose there?"

"You must have a guess," the voice speaks, forcing back a hideous laugh. "After all, you were the one who discovered my spell book."

Marching through the fog is the image of Thorn Eclipse, the fog hugging his ashen coat. The curved horn on his head is wrapped in a faint green light as his emerald eyes give off their own luminescence. A smile reaches his muzzle, allowing his fanged teeth to shine like pearl.

"Who, who are you?" Starlight aims her horn.

"I go by the name, Thorn Eclipse," he says, "But you might know me by another name."

She watches as the unicorn shrinks. His black fur becomes purple scales, yet he keeps the same emerald eyes. The baby dragon still has the sinister smile.

"Spike?" she takes a step back.

"Yes, the little baby dragon you and everyone else looks down on."

He transforms back into his unicorn-form, and laughs when Starlight backs away.

"How are you doing all of this?"

"I told you," he chuckles. "You found _my_ spell book."

"You," she gasps. "You are the one who used the spell. You merged Tirek's essence with yours."

"Oh, not just Tirek," he steps forward. "Every foe the girls had faced now reside within me. _Every_ foe."

"You," she glares. "You took my essence too?"

"Guilty," he smiles. "It made it easy to learn that equalizer spell."

"So you're the one who did that to Pinkie Pie."

He nods.

"Why?"

"If you haven't noticed, I have created disharmony between those six. Jealousy between Apple Jack and Rarity. Anger in Fluttershy. Distrust in Rainbow Dash. Pinkie Pie is without her laughter, and Twilight Sparkle is without her friends. Now their precious friendship cannot stop me. Nothing can stop me."

"You're wrong," Starlight gnashes her teeth. "I can stop you."

"Please," Thorn laughs. "If the Lord of Chaos cannot stop me, what makes you think you can. You are just one pony. Alone. Friendless."

"I can still try," she shouts.

Her horn flashes a bright blue hue as her body lifts off the ground. A beam shoots from the tip, and strikes Thorn, covering him in the same light.

"I never thought I would ever use this spell again," she cries, "But if it means protecting my friends, then so be it. I'll tear off your Cutie Mark!"

Thorn laughs, "Please…"

His horn becomes aglow in green as it shatters her magical beam. Rearing back his head, he blasts a spell blast of his own, striking her in the chest. She falls to the ground, her body hugged by the purple smog. Wearily, she looks up to see him standing over her.

"Your essence is mine," he smiles. "And once made whole, I'll be able to travel through time and collect the rest. Thank you, Starlight, you are the key to destroying your mentor. Any last words?"

"That magic," she groans. "What kind of magic was that?"

Thorn laughs, "Dragon magic…"


	6. Chapter 5

**Chapter 5**

Dusk falls over the town, sending shadows sprawling along the ground. Off in the distance is a hilltop that overlooks all of Ponyville. Hidden under its leaves, a figure wrapped in darkness watches the ponies go about their day even as the sunshine is about to end. A nightmarish emerald gaze falls upon them. Thorn Eclipse is wrapped in a hellish red aura that reflects the depths of his twisted heart.

 _I can feel the strength of the others swelling inside, making me feel complete…_

 _The nightmarish might of Nightmare Moon._

 _The chaotic prowess of Discord._

 _The deceptiveness of Queen Chrysalis._

 _The unyielding strength of Lord Tirek._

 _And the magic superiority of Starlight Glimmer._

 _All have become a part of me. Where they failed individually, their abilities combined cannot be overcome this time, my sweet princess. I will crush this town and you, Twilight Sparkle, once and for all._

Ponies down in Ponyville look up as they are suddenly cast in shadow. Their precious sun is swallowed up by the black, showering the land in depths of darkness. Then, a cold wind blows through, sending fearful chills. Some cower as snow begins to fall. The storm rages, blanketing the town in ice and frost. Even from his hilltop, Thorn is capable of hearing the frightened cries of the ponies running about as the blizzard crashes upon them like a tundra tidal wave.

 _The land was once filled with happiness and magic, now only tragedy and strife shall be known within the boundaries of Ponyville. Let them bathe in a nightmare._

The dark unicorn transforms into blackened smoke, slithering down onto the panicked town. Snow has buried half the town by the time he solidifies his form. The draconic scarf whips behind him, snapping with the gusts of wind. Closing his eyes, the horn on his head is aghast in the emerald light of magic. A sinister grin rocks his face as the snow starts to rise, transforming into the stuff of nightmares. Wails of ponies fill the frosted air as fear wrecks them.

"Pain and anguish," he smiles. "That is what Twilight Sparkle has wrought upon you, Ponyville. If you wish to blame any-pony, ensure that it is her for this day. I will shatter you all. Now fall into despair."

The screams only worsen as more of the nightmarish creatures rise through the blizzard. Thorn watches as a unicorn breaks through the window, dashing through the snow as fast as her hooves can carry her. In the house she leaves behind a pair of fillies who cry for their mother as she abandons them.

 _Selfish_ , he thinks. _That is their true nature._

The smile fades from his mouth as he turns away from the awful scene. His horn illuminates once more as a small point on his neck is aglow in the same light. Taking a deep breath, he lets out a sigh that quakes with the power of the Royal Voice.

"Twilight Sparkle," his voice booms. "Come out and face me!"

He waits for only a moment as a violet image takes flight from the castle. The princess impressively soars with speed, managing to find her way to him before slamming down into the snow. Her magical essence burns a hole in the frost, showing the lush lavish green underneath her hoofs. There is a dark look upon her face.

"So you finally showed your face," she says.

"One of many," he grins. "But it is a pleasure to finally meet you, your highness."

"I realized there has been some-pony lurking in the shadows."

"Indeed I have been making my moves carefully. Allow me to finally introduce myself to you, your highness, I am Thorn Eclipse."

"Well, Thorn, what business do you have here in Ponyville?"

"Simple," he says, "You."

"Me?" 

"Yes, I could care less of this town. I just want to see you gone."

A beam ruptures from his horn, striking the princess and knocking into one of the buildings. Debris and snow blocks his sight of her as he looks through cautiously. Suddenly, Twilight bursts through and slams directly into him. Thorn digs his hooves into the snow, managing to slow himself from sliding back any further. While he comes out unmarked, there are several scrapes on her side.

"Impressive," Thorn smiles, "I suppose I have to hit you a little harder to put you down."

"Please," she pants. "I have dealt with stronger foes."

"Is that so?" he asks. "Then I suppose there is no reason for me to hold back."

Twilight Sparkle is unexpectedly swallowed by the green glow of his magic. She is tossed up in the air before being slammed fiercely down onto the roof of a building. It crashes and crumbles in around her. Thorn grins as she tilts his head, forcing her body out of the rubble and into the side of another structure.

The princess manages to break the hold on her and fire off a magical ray of her own. It hits him directly in his side, but appears to not have any effect on him. She watches as he disappears, swallowed up in the falling snow. As she tries to search for him, she feels a warmth at her back. Turning around, Thorn floats over her with a stream of fire striking her and sending her plummeting to the ground. The intense flames burn at her, and melts the frozen earth around her. She struggles to get back to her hooves.

"Simply pathetic," Thorn Eclipse walks over to the fallen princess. "Without your friends, you are just a pathetic pony incapable of beating any foe, let alone me. But they are not here, are they?"

"I don't need them to defeat you."

"Oh, but you do," he laughs. "After all, you are the Princess of Friendship, incapable of accomplishing anything without the help of them. It may be a powerful weapon, but without them you are useless."

"No," she manages to get back on her hooves. "I can still face you."

"Listen to yourself, Twilight," he grins. "Every foe you ever faced, you required their help. Face it, you can't do anything on your own, not even be a princess. You have always required others to do anything."

Twilight grits her teeth, "So what if I have relied on my friends."

"Look around, Twilight Sparkle," he laughs. "You're alone. Of course, this didn't have to be the case. If you never turned your back on all of your friends, this whole ordeal could have been avoided."

"What are you talking about?"

"Look into my eyes," he shouts, his voice filled with anger. "The little dragon that you shunned is indeed capable of great things, isn't he, your highness."

"No, it can't be," she takes a step back, "Spike?"

"Indeed," he retorts. "Although as I said before, I prefer Thorn now."

"But why? Why are you doing this?"

"All of these years," he grits his teeth. "I have been there for you. I have helped you at every turn during your studies with Princess Celestia. I helped you save an empire. I helped you become a princess. If it wasn't for me, Princess Celestia would not have taken you in as her apprentice. And after all these years, I come to you, asking to be your student. What do you do? You turn me aside for an enemy."

"But Spike…"

"Oh, and who could forget your little quip _Silly Spike, dragons can't learn magic_. Well, so much for your wisdom as a princess, Twilight, because it certainly looks as though I am capable."

The princess remains silent.

"So I decided," he regains his composure, "That since I am the one that helped build you up, it was only appropriate that I be the one to tear you down."

"I won't let you…"

She fires off another magical beam, but he knocks it aside with his horn. Glaring at her, he rears back and slams his hooves into the ground. Blackened crystals spew from the surface and strike her underneath, sending her sprawling backwards. She coughs and holds herself. Crunching of the snow turns her eyes skyward to see Thorn Eclipse standing over her. Hovering at his side is a crystal spear trained on her.

"Won't let me?" he grins. "Twilight, you cannot stop me…"


	7. Chapter 6

The snow has since ceased to fall, but the clouds are dark and boding in the sky above. The ponies have all fled into their homes, chased away by the living nightmares. Those who remain outside are a fallen princess and the villain she helped create. A crystalized spear is fixated on Twilight Sparkle, ready to take away the last of what Thorn has already torn from her. The once baby dragon looks down uncaringly as tears form in the eyes of his former friend.

"What's wrong, Twilight?" he asks. "No retort? No grand speech of how friendship shall win the day?"

Twilight Sparkle turns her head down, not even wishing to look him in the eye.

"I thought as much. Goodbye, Twilight Sparkle…"

The light around the crystal spear glows brighter as he is about lead to the climax of his revenge. Suddenly, a ray as radiant as the sun strikes the crystal, causing it to shatter. Thorn steps back, avoiding the shrapnel as it pierces the snow.

"I will not let you harm my student!" 

Twilight picks her head up from to see Princess Celestia standing there in the midst of the storm. The princess' rainbow mane flows magnificently as if her follicles were alive. Standing beside the princess of the day is the one of night, Princess Luna.

Anger flashes across Thorn's face, "What? No, this isn't possible."

"We know all about your plotting, Spike," Luna speaks up.

He gnashes his teeth, "It matters not. While I chose not to contend with you two, if you get in my way I will have no choice but to rid the kingdom of its princesses."

Aiming his horn at Celestia, he shoots a beam of magical energy. But before it can even reach the Princess of the Day, it is blocked by a magic shield, which repels the attack right back at him. Thorn is quick enough to leap out of the way of his own attack. It strikes the side of a building, causing the entire wall to explode, exposing innocent ponies to the elements.

"I won't let you hurt the princesses," the voice of a stallion barks, "Or my baby sister."

Looking in another direction, the villainous unicorn sees that two others have appeared. Standing at the forefront is the captain of the guard, Shining Armor. He protects his wife, Princess Cadence who glowers at the pony that had betrayed her sister-in-law.

"This is impossible," Thorn looks at the new foes, backing away. "I made sure to use the utmost secrecy in my plot. How is it that all of you are here at the most crucial point?"

"That would be my doing…"

Thorn hears a familiar voice, but he cannot find a body to where it matches. Then, a snowman grows out of the snow, bearing a striking resemblance to a draconequus. Two coal eyes look at him, and a grin turns upwards on the frosty face. The carrots and snow melt away for scales and fur, as Discord takes the other side of Princess Celestia. A devious grin is about his face, as he folds his arms about his chest. Thorn looks at him in disbelief.

"No," he shouts. "No, no, you cannot be alive. I drained you of your essence. I turned you to stone. I watched you die!"

"Oh my, is that what you watched?" the lord of chaos says. "If I recall, all you did was crush a statue of me. Are you sure that I was the statue that you so rudely stomped on?"

"Even so," Thorn grits his teeth. "I drained you of all of your power. Your tricks should be no more…"

"Oh, didn't you know?" Discord asks. In a puff of white smoke, a small perfume bottle appears in his hand. He gives it a few spurts on his neck. "After that little incident with Tirek, I make sure to keep a bottle of Essence of Discord with me at all times."

Thorn stomps his hoof, glaring.

"So once I learned of your nasty little plan, I decided to tell Princess Celestia," Discord explains. "She rounded up the princess and the others. Twilight's friends are hunting down Starlight Glimmer and Pinkie's cutie mark right now."

 _My entire plan has become unraveled,_ Thorn thinks bitterly. _All because I underestimated him._

"Give it up, Spike," Princess Cadence shouts. "You are outnumbered. There is now way out of this, just surrender, and let Twilight go."

"Outnumbered, is that what you think?" Thorn growls.

Rearing back on his hind legs, he slams his front hooves into the snow. Spears of black crystal rupture from the earth, trying to strike his new foes. The three alicorns take flight, avoiding the rising spikes with ease. Discord and Shining Armor manage to slip away from the blackened gems. Even though his attack fails, it continues to grow, breaking through buildings.

In the air, the princesses watch, searching through the frozen fractals for their foe. Then out of the spires, an enormous red hand reaches out and attempts to grab them. The princesses manage to get out of the way as Tirek climbs up the crystal towers after them. Between the curved devil-like horns is a fiery ball of energy. He lets it grow large enough before shooting a ray. It pierces the clouds, ultimately misses his mark. Princess Celestia answers with a radian beam that strikes him. While he is able to swat it away, it causes him to lose his balance. They watch as the colossal form disappears, and the small gray unicorn lands safely in the snow.

"I will not be denied," he shouts.

The giant spires start to glow in the light of his magic. Like rockets, they shoot toward the heavens. Unable to dodge them, the three princesses choose to attack, splitting the crystals with their own magic. They manage to split them down the middle, as the spikes harmlessly sail over the Ever Free Forest.

"That's enough!"

Thorn Eclipse turns just as he sees the white of a unicorn charging him. Shining Armor slams into him, knocking the blackened pony to the snow. Dazed, Thorn struggles to get back on his hooves. As he does, he is slowly surrounded by his foes.

"Enough of this, Spike," Celestia begs.

"My name is not Spike, it is Thorn," he bellows. "Thorn Eclipse. And I will never—"

Suddenly, he falls to the ground as if overcome with pain. The others gasp, as parts of his body start to almost melt as if he were made of wax. Looking up, his left eye has become completely hazed, blinded. Looking at the horrified faces, he gets up and summons all the strength he has in his horn. Light envelops his body and he vanishes in an explosive manner that leaves a small crater in its wake.

Somewhere in the draconic caves he reappears, falling against a stalagmite. He groans, his body continuing to fall apart.

"My body," he gasps. "This body. I can't keep it stable any longer. No, all this power is going to waste. Everything that I have strived for is going to waste. No. No. No!"

He slams a hoof against the cave wall, but it is he that cracks not the stone. Falling in pain, he lies there and closes his eyes.

Somewhere in the depths of the cave, he catches the sound of a fierce growl, and the air becomes thick with scent of fire.


	8. Chapter 7

**Chapter 7**

Days later, Twilight Sparkle has gathered in the castle, standing before the crystalized table. For the first time in what seems forever, her friends are at her side. Looking around at them, she sees Apple Jack and Rarity having a conversation between the two of them. Across from her, Fluttershy is petting Angel, who happened to have joined her in the castle. The tender Pegasus has a pleasant smile on her face. Tranquility is not long, as Pinkie Pie happily blows a small confetti cannon at Twilight, spraying the colorful paper in her hand. Rather than be mad, Twilight smiles.

"I really missed this," she says to them all. "I am glad we were able to makeup like that."

"It was all thanks to Discord," Starlight Glimmer joins the princess at her side.

"You're right," Twilight nods. "I probably owe him an apology for being so suspicious of him.

"Oh please, Twilight, it's what friends are for."

The seven ponies look in the direction of the voice, finding the Lord of Chaos draped about the chandelier. A big grin is plastered on his face. Slithering from the high place, he joins the girls.

"Listen, Discord," Twilight starts, but he places a tiger paw over her mouth.

"Please, Twilight," he says calmly, "I understand where you came from. In the past I may have had a bit of a bad streak. If I was in your position, I probably would've suspected me to."

"Wow, Discord, that is really grown up of you."

"Really, you think so?" he smiles. "Well I've had a couple hundred years to mature."

"So, um, Twilight," Fluttershy speaks up, "What are we going to do now?" 

"What do you mean?"

"She means about Spike, darling," Rarity says. "Princess Celestia said that he vanished." 

"I reckon that he is still out there plotting to take you down," Apple Jack chimes in.

"I'm not so sure about that," Starlight says. "The spell that he used to become _that_ has negative drawbacks. The more he exerts himself, his body will not be able to handle the merging of all those essences. He has probably started breaking down." 

"Is there any way of reversing it?" Twilight asks.

"Woah, Twilight, are you serious?" Rainbow Dash speaks up. "Why are you worried about Spike?"

"Well…"

"He tried tearing our friendship apart by making us turn on one another. He harmed Discord and Starlight, while they both have been bad guys in the past, that is downright wrong. And don't forget he tried to harm you!" 

"Yes, Rainbow Dash, I know. But…"

"You know, Twilight," Apple Jack cuts her off, "Rainbow has a point. As much as we loved that little dragon, it turns out he weren't so caring towards us. Why you worried about a no good varmint like that?"

"Because," Twilight looks down, "He's that way because of me. Clearly he was a troubled friend that had shown signs before, but I wasn't there to steer him from this path."

"How is it _your_ fault?"

"Well, it started after Starlight Glimmer started living with us at the castle."

 _I remember it so clearly. It was a rare night where Luna did not place the moon up in the sky. Plunged in darkness, I had to do my reading by candle light. As I turned the page, I heard a knock at the door. The door opened before I gave permission, Spike sheepishly entering my bedroom. Tucked under his arm was a very old spell book that I had finished reading after I became an alicorn._

" _What are you doing up at this hour?" he asked._

" _Oh, just catching up some late night reading before I go to sleep."_

 _He looked away, before speaking, "Twilight, I know you have been a princess or quite some time, and are finally getting used to the role now, right?"_

" _Yes, I guess so," I put my book down. "After everything that has happened over the past few years, I guess I am starting to get used to the idea of being one."_

" _Well, I was thinking," he spoke again. "Princess Celestia took you in as her pupil to teach you about magic and eventually become the pony that you are today."_

" _Yes, that's right…"_

" _Well, since you are now comfortable with your role, maybe it's time for you to take in a protégé."_

 _I thought about the notion. I had never thought I would ever take in a student, but what Spike said had got my mind thinking. I had become comfortable as a princess, and there were many ponies out there that could use the teachings of friendship. And since I am only one pony, it would be helpful to teach another pony about the magic of friendship or magic in general. I enjoyed teaching Apple Bloom about potions, but I would always like more._

" _You know, you're right Spike. Maybe it's time that I did take in a pupil to teach. And I think I might have someone perfect in mind."  
_

" _I couldn't agree with you more, Twilight. And I would be honored to be taught under you."_

" _What? No Spike, I couldn't teach you. I was anticipating to have Starlight Glimmer be my student. She is so adept in magic, and she has great potential in learning how to make friends and build her friendship with others."_

" _What?" Spike looked at me in disbelief. "No, I wanted to be taught magic from you. I've been with you since the beginning, I thought you could teach me everything how to make friends. Then maybe I could help bridge the gap between dragons and ponies."_

 _For some reason I found that notion funny, so I laughed, "Oh, Spike, that's cute, but dragons can't learn magic."_

" _I," he looked crushed, but I expected it to be just a baby dragon to get his hopes so high. "I understand. If that is all, I guess I'll be going to bed."_

 _Now that I look back on that night, I should have realized the dark tone in his voice after I turned him down. There was a villainous shade that blanketed his face as it darkened. He dropped the spell book there and walked out the bedroom. I had just rolled my eyes as he slammed the door behind him._

"I was really awful," Twilight looks downhearted. "I should have at least humored him if I did not agree with the idea of teaching him. He was my friend and I crushed his dreams in that instant. Who knows how long he had been practicing magic in preparation to that day. It's my fault that he became like this."

"No, darling," Rarity says, stomping her hoof on the table. "It is not your fault. Even if you shot down his dreams, Spike took the wrong route to deal with the rejection." 

"Rarity's right," Fluttershy agrees. "No matter how much that rejection hurt him, he shouldn't have done what he did. It's not your fault he acted this way, Twilight."

"Still," the princess sighs. "I cannot help that there are some similarities between this situation and what happened to Princess Celestia."

"What do you mean?" Rainbow asks.

"Princess Celestia told me that she had not helped Luna so long ago when her sister was in need. Resentment grew and eventually turned her into Nightmare Moon. I cannot shake the feeling that I am doing the same as my mentor."

"Then you know what you must do," Discord speaks up. "An apologize can do wonders."

"Yes, I think that is what I need to do," Twilight says. "If you guys could help me, I'd like to track down Spike and say I'm sorry for not hearing him out. Will you help me?"

"Well, I guess if that's what you think," Rainbow says, "Then I'll help."

"I reckon it's a good idea."

"I agree, darling."

"Um, if that's what you think is best."

"He-he, we can have a party too."

"Thanks girls," Twilight looks around at the table. "I knew I could count on all of you."

In the murky streets of Equestria, the midnight fog rolls on the emptied streets. As the street lamps flicker on and off, there are a rambunctious group of colts out in the dark hours of the night. Young unicorns use their magic to float cans of spray paint as they decorate the walls in the alleyways. One of them finishes his salacious mural of Princess Celestia when he tosses his empty can to the ground. It rolls on the cobblestone until it hits something soft. A cloaked figure stands there at the entrance to the alley. They kick it back to the ponies.

"Hey, who do we have here?" one of the colts asks.

"Essence, delicious essence," the cloaked figure hisses. "Magic going to waste…"

"Hey, buddy," another chimes in. "I would suggest you get out of here before you get hurt."

Out from the cloak, a long serpentine tail shoots out and wraps around the throat of the nearest unicorn. The colt struggles to break free as the layer of bone around the scales dig into the flesh of his neck. He tries to scream, but his eyes gloss over and he falls him in the grip of the bone covered tail. The mysterious figure let's go. Seeing their friend lying on the ground, the other two colts back away.

Pulling back the hood, the figure is a dragon as tall as the ponies. Scales of deep violet almost seem to soak in the shadows. The majority of his face is hidden by a helmet as white as bone. Through the vertical slits, his eyes glow a haunting emerald. A claw slips through the cloak, long talons are encased in a magical hue.

One of the colts gasp before collapsing to the ground. A strange magical light seeps through their skin, floating through the air before being soaked into the scales. Thorn looks to the last standing pony, who has backed his way into the corner.

"I still hunger," he says, gnashing his fangs. "I need more essence. More power. Raw power!"

He pounces on the last pony, who lets out a scream, but it is quickly silenced.

"More…More…I need more!"


End file.
